Exhibit
10.19
NAVTEQ
CORPORATION
AMENDED & RESTATED 2001
STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT
AGREEMENT
1. Notice of
Award .
«First_Name»
«Last_Name»
«Address_1»
«Address_2»
«Address_3»
«City», «State»
«Zip»
«Country»
NAVTEQ Corporation
(the “Company”) is pleased to advise you that, pursuant
to the Company’s Amended & Restated 2001 Stock Incentive
Plan (the “Plan”), the Board has granted to you
(“you” or “Grantee”) a target award of
«Target__RSUs» restricted stock units (subject to
adjustment below, the “Restricted Units”), effective as
of «Date_of_Grant» (the “Date of
Grant”), subject to the terms and conditions set forth in
this Restricted Stock Unit Agreement (the
“Agreement”). Any capitalized terms used herein
and not defined herein have the meanings set forth in the
Plan.
2. Terms and
Conditions . This Award is subject to the following terms
and conditions:
a.
Performance Period . The Performance Period shall be
the 2006 calendar year.
b.
Performance Criteria . The criteria for evaluating the
Company’s performance over the Performance Period will be
based upon revenue growth and net income goals, as established by
the Administrator in greater specificity not later than 90 days
following the start of the Performance Period. The
Administrator will also at that time establish, in its discretion,
a scale to adjust the number of Restricted Units subject hereto
based on the achievement of (or failure to achieve) the Performance
Criteria.
c.
Determination of Final Award . Following the
completion of the Performance Period, the Administrator in its sole
discretion will determine the number of Restricted Units that may
be earned hereunder (the “Final Award”). Subject
to Section 2(d) and 7, each such Restricted Unit represents the
right to receive from the Company on the applicable Vesting Date
(as defined herein) one share of Common Stock. The Final
Award may reflect a downward or upward adjustment to the number of
Restricted Units subject to the target award referenced above in
Section 1, but will not in any case exceed 250% of that target
award. In determining the size of the Final Award, the
Administrator will take into account (A) the extent to which the
Performance Criteria were, in the Administrator’s sole
opinion, achieved, and (B) such other factors as the Administrator
may deem relevant, including (but not limited to) required
departures from the Company’s operating budget, changes in
accounting principles, currency fluctuations, acquisitions,
dispositions, mergers, consolidations or other corporate
transactions, and other unforeseen events or changes in
circumstances since the Date of Grant.
1
d.
Vesting of Restricted Units.
(i)
Except as provided in Section 2(d)(ii) and Section 3, the Final
Award will vest ratably in annual installments at a rate of
twenty-five percent (25%) per year over a four (4) year period
beginning on «Vesting_Commencement_Date» , (the
“Vesting Commencement Date”). The installments
will vest on the first, second, third and fourth anniversaries of
the Vesting Commencement Date, respectively, and each such
anniversary is referred to herein as a “Vesting Date”;
provided, however, that in the event you do not maintain your
Continuous Status until any given Vesting Date, all of the
Restricted Units that have not yet become nonforfeitable shall be
forfeited immediately upon the termination of your Continuous
Status.
If,
at any time, you cease to be an Employee of the Company but you
continue to provide bona fide services in a different capacity
following such cessation, including without limitation as a
Director, Consultant or independent contractor, then a termination
of your Continuous Status shall not be deemed to have occurred for
purposes of this Agreement upon such change in relationship.
Likewise, your Continuous Status shall not be considered
interrupted in the case of any leave of absence approved by the
Company or due to a transfer between locations of the Company or
between the Company, its Affiliates or any successor.
(ii)
Notwithstanding anything herein to the contrary, if you commit an
act of Misconduct, any Restricted Units which have not prior to the
date of such Misconduct become nonforfeitable, or which have become
nonforfeitable but have not yet been distributed, will immediately
and automatically, without any action on the part of the Company,
be forfeited and shall immediately revert to the Plan.
3. Vesting Upon
Change in Control . Upon the occurrence of a Change in
Control (as defined in the Plan), the Administrator may take such
actions as it, in its sole discretion, deems appropriate,
including, without limitation, the acceleration of vesting of
Restricted Units, the distribution of shares of Common Stock
underlying the Restricted Units or the substitution of equivalent
awards of the surviving or successor entity or a parent
thereof.
4. Book Accounts
. An unfunded bookkeeping account (the “Account”)
shall be established for each Grantee when such person is awarded
Restricted Units pursuant to the Plan and this Agreement.
Accounts shall be maintained by the Administrator. Restricted
Units shall be credited to the Account as of the Date of Grant and
debited from the Account to reflect adjustments described in
Section 2(c) or Section 11 of the Plan, forfeitures described in
Section 2(d) and settlements described in Section 6 or 7.
Dividends or other distributions paid with respect to the Shares
underlying the Restricted Units shall be credited to the Account in
the form of additional Restricted Units (subject to the same terms
and conditions as the Restricted Units giving rise to the crediting
of such dividends or distributions) based on the Fair Market Value
at that time.
5. Rights as
Stockholder . You shall not have voting or any other
rights as a stockholder of the Company with respect to the
Restricted Units.
6. Delivery of
Shares . As soon as practicable following the date
Restricted Units credited to your Account become nonforfeitable in
accordance with Section 2(d) (the “Delivery Date”), and
subject to your satisfaction of any withholding obligations, you
shall receive stock certificates (the
2
“Certificates”) evidencing the
conversion of those Restricted Units into Shares. The
Certificates shall be issued to you as of the Delivery Date and
registered in your name.
7. Cash
Settlements . Notwithstanding anything herein to the
contrary, whenever Shares would otherwise be distributable in
respect of Restricted Units, the Administrator, in its sole
discretion, may settle all or any portion of those Restricted Units
in cash equal to the Fair Market Value of the Shares that would
otherwise have been distributable.
8. Deferral
Election . The Administrator, at such times and in such
manner as may be determined by the Administrator in its sole
discretion, may allow you to defer delivery of the Shares that
would otherwise be due by virtue of the satisfaction of the vesting
requirements set forth in Section 2(d).
9. Withholding of
Taxes . The Company shall have the right to deduct from
any payment of any kind (including salary or bonus) otherwise due
to you, an amount equal to any federal, state or local taxes of any
kind required by law to be withheld in connection with the award,
deferral or settlement of the Restricted Units or other securities
pursuant to this Agreement. The Company shall also have the
right to withhold Shares otherwise deliverable upon vesting of the
Restricted Units to satisfy, in whole or in part, the amount the
Company is required to withhold for taxes in connection with this
Award (based on the Fair Market Value of such Shares as of the date
of such withholding).
10. Conformity with Plan
. The Restricted Units are intended to conform in all
respects with, and are subject to all applicable provisions of, the
Plan (which is incorporated herein by reference).
Inconsistencies between this Agreement and the Plan shall be
resolved by the Administrator in its discretion. By executing
and returning the enclosed copy of this Agreement, you acknowledge
your receipt of this Agreement and the Plan and agree to be bound
by all of the terms of this Agreement and the Plan.
11. NO GUARANTEE OF EMPLOYMENT . GRANTEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF RESTRICTED UNITS
PURSUANT TO THE VESTING PROVISIONS SET FORTH HEREIN IS EARNED ONLY
BY CONTINUING SERVICE AS AN EMPLOYEE, CONSULTANT OR DIRECTOR, IN
EACH CASE AT THE WILL OF THE COMPANY (AND
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